In Novel SPAC Ruling, Court Questions Fundamental SPAC Structure Under Delaware Law

Partners Howard Ellin, Edward Micheletti, Gregg Noel and Richard Witzel and counsel Sarah Runnells Martin discuss how the Court of Chancery’s recent ruling in Delman v. GigAcquisitions3 illustrates the court’s skepticism of the SPAC structure. The authors provide a number of additional insights from the decision, including the notion that a Delaware de-SPAC transition could be subject to entire fairness review.